Stephen R. Lewis Jr.
President Emeritus, Carleton College

A couple of years ago a new board chair at a liberal arts college asked if I could tell him what I most valued in my board chairs. I set down a few reflections and sent them along. After two more new board chairs asked me the same question, I decided to expand on those reflections, and this version benefits from comments by a number of friends and colleagues, including my former chairs.

Over the past forty years I have come to know and to work with dozens of college and university presidents and trustees. We talked about their institutions—successes, failures, opportunities, challenges, and governance practices. I was frequently struck by the number of unhealthy relationships that existed between presidents and boards, and often between presidents and board chairs. There are many contributing factors: presidents who are arrogant, or who insist on trying to be the only source of information going to the board, or who are frightened of their board or board chair; trustees or board chairs who don’t take the time to understand the college and what makes it work, or who are uninformed about basic facts. However, the board is the ultimate authority; if or when a crisis arises, what the board decides will be done. When communication about important issues is incomplete, when roles are misunderstood, when facts are not spelled out and known to all, unfortunate consequences ensue. The board chair and the president, working together, have the responsibility to try to make sure bad things don’t happen, to ensure that boards and presidents are not surprised by the actions of the other, and to provide feedback while there is still time to change course, if a change in course is called for.

I had four board chairs in my fifteen years at Carleton, very different from one another, and each very helpful to me and to the college. Their candor and feedback, as well as my ability to contact them on short notice if something needed their attention or if I needed advice, were invaluable. Some presidents have regularly scheduled, even weekly, phone calls with their board chairs, but I seldom did that. The chair and I would keep lists of issues we wanted to discuss and periodically have lunch or a phone conversation. Each in his or her own way brought steadiness to the role: they were calm, deliberate, unflappable, and at the same time analytical, questioning and problem-solving. All were good collaborators as we discussed the agenda for board discussions and directions for the college and as we thought about the composition of the board and what strengths we needed to add or augment. I thought of each as my partner—my senior partner.

The key relationship I wanted to have with my board chair, and with my board, was one of completely candid exchange, lots of feedback on how things were going, good or bad, with no surprises—to either them or me. One of my cardinal principles is that any individual, company, country, or college gets out of trouble by staying out of trouble. If one is already in the soup, it is usually too late to do anything other than mitigate the damage. Accurate and timely feedback is crucial to avoiding problems and seizing opportunities, and the board chair is critical in providing that feedback.

The Importance of Good Information

People don’t like to give bad news to those in authority, especially to chief executives in any organization. It is very easy for presidents to be unaware of or uniformed about trouble that is brewing, whether in the faculty, in town, among staff, within the student body, among alumni, or in the board, until some catalyst sets things loose. Then there’s likely to be an avalanche, and, to mix metaphors, a lot of “piling on” by people with scores to settle (and there always seem to be plenty of those). I believe that’s why there are such abrupt and publicly embarrassing exits of college and university presidents. The board chair has the key responsibility to ensure that the avalanche or earthquake stresses are not allowed to build up.

I think of feedback in terms of a “rule of sixes,” an idea developed from the example set by John E. Sawyer, a transformative President of Williams College from 1961 to 1973. He was a mentor to me and to countless other presidents and college and foundation trustees. It was always my hope, and I tried to promote the practice, that perhaps a half dozen each of trustees, faculty leaders, administrative officers, and influential alumni would be informally in touch with one another, and when necessary with me. I wanted to get an early warning about discontents, perceived failures or shortcomings, dysfunctions in any of our constituencies, or alternatively about opportunities that should be seized. This informal communication network helps reduce the effect of idiosyncratic information or gossip from malcontents. It also can help ensure that key constituencies feel the college is moving in the same direction.

Unless there is a continual flow of good information, boards simply don’t know the context for any of the surprises that inevitably occur. A colleague who became president of an excellent liberal arts college discovered that his board seldom met on campus because it was more convenient for trustees to meet in a major city where most of them lived and worked. One of many consequences was that the information trustees received from campus was often idiosyncratic and based on the views, often complaints, of particular faculty or staff who knew particular trustees. With such a restricted flow of information, complaints from small numbers of individuals were thought to be those of the entire campus. In my view, it’s only when many trustees have many contacts on campus (and with alumni) that the board is likely to have a reasonably comprehensive view of the campus climate. Several other presidents share this view. They emphasize that the ground rules must be that information gained from personal contacts should be shared with the president (without attribution, where appropriate), so it can be a part of the comprehensive view of the state of the college. The board chair has a key role to play in making sure such information is adequate and timely.

In addition to regular informal feedback, boards and presidents sometimes don’t have systematic ways of assessing a president’s performance and, therefore, providing useful and comprehensive feedback. I had an annual year-end conversation with my first two board chairs about my performance, but it was not until Win Wallin took the chair in my fifth year that he and I worked out a formal arrangement for the board to evaluate my performance and provide feedback about it. I found the exercise to be enormously valuable, as, I think, did the rest of the board. The chair needs to drive the process and to have the final conversation with the president to sum things up and to use the occasion for some coaching.

One new board chair asked explicitly how to gather relevant information in assessing the health of the college. I said two kinds of information are important—hard and soft—with the former much easier to ascertain. Win Wallin and I worked with our institutional research office to develop about two dozen charts, which were updated at least annually. They contained information on admissions, characteristics of the student body, endowment performance, tuition and financial aid, fund raising, faculty compensation, etc. They tracked both Carleton’s numbers and those of selected comparison groups of colleges over a couple of decades. Therefore, any year’s figures for Carleton were immediately placed in the context of both our own history and the results for our peers. In the first meeting at which the results were available, the impact was dramatic. Two or three issues about which I had previously talked at length without getting the attention of either my senior staff or the board became graphically obvious. We focused immediately on what could be done about indicators where we lagged. Over the years I have watched a number of colleges slip downward in their overall health, sometimes precipitously, while their administrative and board leadership was inattentive to their decline. I believe if their board leaders had insisted on some hard measures of outcomes, with a comparative perspective on what could reasonably be expected based on peer performance, those institutions could have taken corrective action and stayed out of serious trouble.

The soft side of collegiate health is much more difficult to measure, but it is at least equally important. However, if some version of the rule of sixes is practiced, and if there are regular and candid discussions between boards and presidents, with the board chair taking the lead, I am convinced that institutions would be healthier and that institutional emergencies would be less frequent. The board chair can and should play an important role in causing discussion to take place, as my four chairs did. The chair should be attentive to unspoken concerns (often signaled through body language, uncharacteristic silences, reluctant giving, reduced attendance at meetings, or other similar actions) on the part of trustees about the direction of the college or its leadership. The chair is the one who should smoke things out and take the lead in making sure issues are addressed.

After watching several colleges suffer sustained declines, I asked Win Wallin why he thought boards allowed this to happen. I found his simple explanation persuasive. First, he said, “it’s not our industry,” and most trustees don’t understand how colleges operate. Second, “we’re only on campus three or four times a year,” so trustees don’t see the operations on a regular basis. Third, trustees coming from the for-profit world, especially CEOs, generally understand that directors should not get involved in details of management. As a result, problems at a college can run on for too long, and the issues have to become visibly serious before a board is likely to step in, at which point drastic measures may be called for.

Among my favorite trustees at Williams was Van Clark, a very smart, funny, generous and caring alumnus. He often talked about how the trustees had to “keep their eye on the long ball” and not be consumed by issues of the moment, and he defined a good trustee as one who thought about the college between meetings. He also was fond of saying, “There should only be two items on the trustees’ agenda: the first a motion to fire the president, and the second a motion either to adjourn or to form a search committee.” Then he would proceed to find an arithmetic error deep in the budget, just to make sure we knew he was really paying attention. Van followed our budgeting and long-range financial modeling like a hawk. He could always be counted on to be well informed, thoroughly engaged, and challenging in one-on-one conversations or in committee or board meetings, and completely supportive once the meetings were over. He was a personification of the “nose in, finger out” approach to trusteeship. The chair has to help ensure that there are a few trustees who are willing and able to pay that kind of attention to the college’s business.

John Chandler, another distinguished Williams president, told me a different version of the two questions. “Should we fire the president?” was the same. However, if the answer is no, the second question should be: “What can we do to help the president?” When the second question is asked and answered seriously on a regular basis, then the board chair and the president are likely to be working as good partners.

Finally, the relationship between trustees and college officers is an important one, since the leadership team supports both the president and the board. Early in my presidency, I needed to make a change in my staff. The person involved decided not to attend the upcoming board meeting, and I hadn’t planned an announcement, since I then had no succession plan. At the meeting, I was asked if the absent person would be coming back. When I replied no, one of the trustees said, rather emphatically, “Good!” I subsequently told the board that if they ever had concerns about one of my staff they should talk with me about it—that they were doing neither me nor the college any favors by withholding their observations. I then made it a practice to comment briefly at each executive session of the board on how each officer was doing and how they were working together. In several cases, individual trustees undertook to do some coaching of my staff, or to give me specific advice that I could pass along. My board chairs also took care to let me know if they heard concerns expressed about anyone on the staff so that any issues raised could be addressed directly.

Board Culture and the Board Chair

Every board has its own culture, and in some respects a board chair needs to be the “keeper” of the culture; if it needs modification, the board chair has to be the principal change agent. We always ended our one-day orientation session for new Carleton trustees with the board chair explaining expectations (attendance, giving, active participation) and board culture (e.g., we expect trustees to check their egos at the door; we hold the institution in trust for society and do not represent a particular constituency; we value both candor and a sense of humor; no using your Blackberry during meetings). The board chair must help new trustees understand their role and ensure that experienced board members help set the right tone both in the board room and in relationships with the president, senior officers, and faculty.

“Shared governance” that includes an important role for faculty, and sometimes students, is not an easy concept to grasp, nor is it easy to manage. Many trustees come to college boards from the corporate world and have never been on the board of a college or university, or of a complex non-profit. They must learn how faculty, in particular, have a sense of ownership of the institution and of their role in governing it—a role quite different from the senior employees in most corporations. Others may not have any experience as a director or a trustee. All new trustees need to learn what they should and should not do as trustees; in particular, many may not understand the difference between governance and management. The board chair and the president have the key responsibilities to see that governance works well.

Because of the unique role of faculty and the nature of shared governance in an academic setting, most presidents I know have found it useful to have an experienced faculty member or academic leader from another institution on the board. I had the good fortune to have two excellent resources during my presidency: Martin Trow, a distinguished professor at Berkeley and for a time the representative of the entire University of California faculty on the Board of Regents, and Bob Gale, who led the Association of Governing Boards for twenty-five years. From time to time each was helpful during discussions regarding the appropriate role for faculty, as well as the limits of that role.

The board chair has a central role to play in keeping any intra-board disagreements from encumbering the president. The chair needs to make sure that cliques do not develop, that disagreements are kept within the board, and that there is collective responsibility (in the British Cabinet sense) for all decisions. Related to the latter point, the board chair has to make sure that only the president or the chair speaks for the board—something that is easier said than done when very controversial or emotional issues must be resolved. On the few occasions when I had difficulty with an individual trustee, I always could count on my board chair to take on the issue and get me out of the middle. My rule with my senior staff was that if they were getting inappropriate pressure or attention from an individual trustee they should come to me; if necessary I would take the problem to the board chair. When trustees forget the difference between governance and management, the chair needs to enforce the distinction. My chairs never failed to help me out.

The board chair can also play a role in dealing with the related phenomenon that I think of as “the rogue donor”—one who has sufficient financial clout to demand changes, in program, buildings, or staffing that are inconsistent with the mission of the college. I had minimal problems while at Carleton, but when I did encounter troublesome donors, including one or two on the board, my board chairs willingly took on the issue. However, I have observed enough problems at other institutions to know that boards, led by the chair, have a critical role to play in managing such rogue donors, especially when a president is relatively new. (A new president is unlikely to be able or willing to say “Thanks for your offer of $1 million to build a new polo field, but we don’t offer polo, we don’t have horses or stables, and we don’t have many students who know how to ride a horse, so we can’t accept your gift with such a restriction.” NB: This is not an imaginary example.)

Every college has its own unique characteristics and culture, and two institutions that may look alike superficially may have very different ways of operating. At the end of the first meeting of a long-term planning committee at Williams in 1979-80, Fay Vincent, a long time trustee of several schools, said something to the following effect: “We know Williams works pretty well, but we really don’t understand why it works as well as it does. We had better understand that “why,” or we could make changes that would do real damage.” I always had support from my board chairs in ensuring that bright new ideas were put into a context of how they would affect the essence of the college. They also encouraged me to talk with the board on a regular basis about what constituted those essential characteristics, and to provide opportunities for faculty, students and staff to demonstrate them in presentations to the board.

A New Board Chair

While presidents don’t and shouldn’t get to choose board chairs, they have a clear interest in the selection. I was very fortunate in having had four chairs who were privately demanding and publicly supportive, and who followed the “check your ego at the door” rule for their own behavior. Not all presidents and their colleges are so lucky. As boards think about their leadership, they need to assess whether potential chairs have a capacity for self-restraint. If a board has a chair who expects to rule the roost, or to be a co-CEO, or even a de facto CEO, it is almost certain that problems will soon follow. A sitting president is likely to look elsewhere (fast!), and the college will have a hard time attracting a strong leader as its next president. As in the old Western movies, “This town ain’t big enough for two of us.” At the same time, a new board chair has to have the capacity to command the respect of the board, to manage difficult or controversial conversations, and to sooth feathers and calm choppy waters.

Once selected, a new chair should be systematic about assuming the new role. When Win Wallin became my chair, he observed that the chairman ought to know more about the college than other trustees. So, he asked me to set up several campus visits where he could spend time with senior staff to get to know them and their areas of responsibility, and then he had dinners alone with three groups of faculty—a leadership group, some tenured faculty, and some untenured faculty. I thought it was a model for how a new chair ought to move into the responsibilities. Another new chair I know spoke with his several predecessors at length as well as with chairs at other colleges to learn from their experience.

Other Roles for the Chair

All my board chairs set an example in fundraising by their own giving, and they also were ready and willing to put the arm on other trustees. George Dixon, my first chair, raised a new president’s discretionary fund for me by soliciting a dozen trustees—and had the gifts in hand before he visited me to work out the terms of my appointment. Lloyd Johnson resigned as board chair after two years in order to lead our major fund-raising campaign over the next seven years. He was personally generous and was extremely aggressive in pursuing prospects, especially on the board. Win Wallin was a critical resource as board chair when we reorganized the Alumni Annual Fund—as a non-alumnus (but three-time parent) trustee, he immediately grasped how important visible trustee leadership and example would be to the success of the Fund. He delivered personally, and he solicited significantly increased annual fund gifts from the board. And Ranny Riecker made sure trustees were the ones setting the example for other donors in the outright capital gift portion of our comprehensive campaign, which she had co-chaired. While the president is the head fund-raiser, one can’t overestimate the importance of board leadership if a college is to be truly successful in meeting its financial goals.

The board chair should also be a coach to the president, and I received excellent coaching from my chairs. Win Wallin, chair for eight of my fifteen years, regularly thought through what information he believed the board needed from me, or from my staff, and he made sure we talked about how best to provide it. He always told me when I needed to provide more clarity about our objectives and our priorities. All my chairs asked me leading questions during meetings if they though I needed to elaborate on some point or to clarify a matter. And, all gave me feedback about the concerns, or the untapped potential, of individual trustees when they thought my personal attention might make a difference. They told me of worries that had been expressed and would work with me to find ways of addressing those concerns. Those regular, continuing conversations made mid-course corrections possible. If the only feedback one receives is during an annual review, and if there are lot of corrections that need to be made, the experience can feel like one is subject to what a colleague calls “management by ambush.”

In his book on Goldman Sachs, Charley Ellis noted that many individuals in the firm had a “rabbi”—someone who served as a mentor or confessor. This was not necessarily a supervisor, but someone senior to whom the individual could go to seek advice, or who might take the initiative to offer coaching. My first three board chairs each played that kind of role after they had stepped aside as chair; their continued coaching and their willingness to listen as I tried to sort out problems, were invaluable. I would urge every president to find such a rabbi, and every board chair to encourage such relationships. They can be a critical part of ensuring the candid feedback that is so essential. They also provide a trustee with whom the president can let down his or her hair—something important for good mental health as well as long term effectiveness.

The board chair has special roles to play when a president is new. George Dixon made sure I was “introduced” to leaders in the business, civic, and cultural communities around the Twin Cities. He and with his urging other trustees arranged dinners, receptions and opportunities to for me to speak with civic groups. The chair can also help a new president by running interference on controversial issues that may have been left over from a previous administration, as George Dixon did for me on the vexed issue of divestment from South Africa-related investments during apartheid. And, the chair can coach the new president about who’s who on the board and the wider community. New presidents are pretty lonely—the vast majority are new to both the institution and to the presidency. George Dixon encouraged me to find some other presidential colleagues with whom I could spend time and share experiences and problems, and he made sure travel funds were available to facilitate such support. Several boards have provided funding for coaches or mentors to new presidents who were learning the ropes, and the board chair has taken the initiative in such efforts.

I will end where I began: the president’s relationship with the chair of the board should be a partnership, one of candor, continuous feedback, and shared goals and aspirations. A good college deserves no less from its leadership.

June 2009